COMMERZBANK AKTIENGESELLSCHAFT

 
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ISIN DE000CZ7VYA7

COMMERZBANK AKTIENGESELLSCHAFT
                      Frankfurt am Main

                       Final Terms
                     dated 28 January 2014

                           relating to

          Unlimited Index Certificates
                 relating to the
           BEAR TESLA X3 CZ index
       to be publicly offered in the Kingdom of Norway and
to be admitted to trading on the Nordic Derivatives Exchange Oslo

                       with respect to the

                   Base Prospectus
                    dated November 5, 2013

                           relating to

          Unlimited Index Certificates
INTRODUCTION

These Final Terms have been prepared for the purpose of Article 5 (4) of Directive 2003/71/EC
(the Prospectus Directive") as amended (which includes the amendments made by Directive
2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been
implemented in a relevant Member State of the European Economic Area), as implemented by
the relevant provisions of the EU member states, in connection with Regulation 809/2004 of the
European Commission and must be read in conjunction with the base prospectus relating to
Unlimited Index Certificates (the "Base Prospectus") and any supplements thereto.

The Base Prospectus and any supplements thereto are published in accordance with Article 14
of Directive 2003/71/EC in electronic form on the website of Commerzbank Aktiengesellschaft
at www.warrants.commerzbank.com. Hardcopies of these documents may be requested free
of charge from the Issuer's head office (Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main,
Federal Republic of Germany).

In order to obtain all information necessary to the assessment of the Unlimited Index
Certificates both the Base Prospectus and these Final Terms must be read in conjunction.

All options marked in the Base Prospectus which refer (i) to Unlimited Index Certificates and
(ii) the Index underlying the Certificates shall apply.

The summary applicable for this issue of Unlimited Index Certificates is annexed to these Final
Terms.

 Issuer:                     Commerzbank Aktiengesellschaft

 Underlying:                 BEAR TESLA X3 CZ index (the "Index")

 Information on the          Information on the Index underlying the Unlimited Index Certificates is
 Underlying:                 available on the website www.warrants.commerzbank.com.

 Offer and Sale:             Commerzbank offers from 28 January 2014 Unlimited Index
                             Certificates relating to the BEAR TESLA X3 CZ index                   (the
                             "Certificates") with an issue size of 250,000 at an initial issue price of
                             NOK 61.64 per Certificate.

                             As a rule, the investor can purchase the Certificates at a fixed issue
                             price. This fixed issue price contains all costs incurred by the Issuer
                             relating to the issuance and the sale of the Certificates (e.g.
                             distribution cost, structuring and hedging costs as well as the profit
                             margin of Commerzbank).

 Consent to the usage of     The Issuer hereby grants consent to use the Base Prospectus and
 the Base Prospectus and     these Final Terms for the subsequent resale or final placement of the
 the Final Terms:            Certificates by any financial intermediary.

                             The offer period within which subsequent resale or final placement of
                             Certificates by financial intermediaries can be made is valid only as
                             long as the Base Prospectus and the Final Terms are valid in
                             accordance with Article 9 of the Prospectus Directive as implemented
                             in the relevant Member State.

                             The consent to use the Base Prospectus and these Final Terms is
                             granted only in relation to the following Member State(s): the Kingdom
                             of Norway.

 Payment Date:               31 January 2014

 Clearing number:            ISIN: DE000CZ7VYA7

                                               -2-
ISIN DE000CZ7VYA7

Currency of the Issue:   Norwegian Kroner (“NOK”)

Minimum Trading Size:    One (1) Certificate(s)

Listing:                 The Issuer intends to apply for the listing and trading of the
                         Certificates on the regulated market of the Nordic Derivatives
                         Exchange Oslo with effect from 28 January 2014.

Applicable               In particular the following risk factors (2. "Special Risks") which are
Special Risks:           mentioned in the Base Prospectus are applicable:

                         2.2 Dependency of the redemption and the value of the Certificates
                             on the performance of the Index and the Share underlying the
                             Index (short position)

                         2.8 Leverage component (short position)

                         2.14 Interest component (Share - short position)

                         2.18 REPO rate

                         2.23 Index Fee

                         2.24 Currency risks

                         2.25 Index

Applicable               Terms and Conditions for Unlimited Index Certificates
Terms and Conditions:

                                           -3-
Conditions that complete and specify the Terms and Conditions

                                                  §1
                                                 FORM

1.   The unlimited certificates (the "Certificates") issued by Commerzbank Aktiengesellschaft,
     Frankfurt am Main, Federal Republic of Germany (the "Issuer") will be in dematerialised
     registered form and will only be evidenced by book entries in the system of the Norwegian
     Central Securities Depositary VPS ASA, P.O. Box 4, 0051, Oslo, ("VPS") for registration of
     securities and settlement of securities transactions (the "Clearing System") in accordance with
     the Norwegian Securities Register Act (lov om registrering av finansielle instrumenter 2002 5.
     juli nr. 64). There will be neither global bearer securities nor definitive securities and no physical
     Certificates will be issued in respect of the Certificates. Certificates issued through the
     Norwegian CSD must comply with the Norwegian Securities Trading Act, and the procedures
     applicable to and/or issued by VPS from time to time and as amended from time to time.

2.    Transfers of the title to the Certificates and other registration measures shall be made in
      accordance with the Norwegian Securities Register Act (lov om registrering av finansielle
      instrumenter 2002 5. juli nr. 64), the regulations, rules and operating procedures applicable to
      and/or issued by VPS (the "Norwegian CSD Rules").

3.    The term "Certificateholder" in these Terms and Conditions refers to any person that is
      registered on a VPS-account as holder of a Certificate or, where applicable, any other person
      acknowledged as the holder pursuant to the Norwegian CSD Rules. For nominee registered
      Certificates the authorised nominee shall be considered to be the Certificateholder. The Issuer
      shall be entitled to obtain information from VPS in accordance with the Norwegian CSD Rules.
      Except as ordered by a court of competent jurisdiction or as required by law, the
      Certificateholder of any Certificate shall be deemed to be and may be treated as its absolute
      owner for all purposes, whether or not it is overdue and regardless of any notice of ownership,
      trust or an interest in it and no person shall be liable for treating the holder as owner.

4.    The Issuer reserves the right to issue from time to time without the consent of the
      Certificateholders additional tranches of Certificates with substantially identical terms, so that
      the same shall be consolidated to form a single series and increase the total volume of the
      Certificates. The term "Certificates" shall, in the event of such consolidation, also comprise
      such additionally issued Certificates.

                                                 §2
                                             DEFINITIONS

"Index" means the BEAR TESLA X3 CZ index. The index concept is detailed in the index description
      which is attached to these Terms and Conditions (the "Index Description").

"Launch Date" means 28 January 2014.

"Market Disruption Event" means (i) a suspension or limitation of trading in the share contained in
     the Index on the futures exchange or the trading system the prices of which are used for
     determining the Index, or (ii) the non-determination of the USD overnight London InterBank
     Offered Rate (USD-LIBOR O/N), provided that any such suspension or limitation or non-
     determination is material. The decision whether a suspension or limitation or non-determination
     is material will be made by the Issuer in its reasonable discretion (billiges Ermessen, § 315
     German Civil Code (BGB)). The occurrence of a Market Disruption Event shall be published in
     accordance with § 11.

      A limitation regarding the office hours or the number of days of trading will not constitute a
      Market Disruption Event if it results from an announced change in the regular business hours of
      the relevant exchange. A limitation on trading imposed during the course of a day by reason of
      movements in price exceeding permitted limits shall only be deemed to be a Market Disruption

                                                   -4-
ISIN DE000CZ7VYA7

      Event in the case that such limitation is still prevailing at the time of termination of the trading
      hours on such date.

"Maturity Date" means the tenth Payment Business Day after the Valuation Date.

"NOK" means Norwegian Kroner.

"Payment Business Day" means a day on which commercial banks are open for business (including
     dealings in foreign exchange and foreign currency deposits) in Oslo and Frankfurt am Main and
     on which the Clearing System settles payments in NOK.

"Ratio" shall be 1.0.

"Redemption Date" means – subject to § 3 paragraph 3 – any last Payment Business Day in the
     months of March, June, September and December of each year the first being in March 2014.

"USD" means United States Dollar.

"Valuation Date"
      Number: ten

                                                 §3
                                              MATURITY

1.    Subject to the provisions contained in § 4, each Certificateholder has the right to request from
      the Issuer, with effect as of a Redemption Date and in accordance with the following
      paragraphs, payment of the Redemption Amount on the Maturity Date.

2.    Each Certificate is redeemed by payment of an amount in NOK (NOK 0.005 will be rounded up)
      (the "Redemption Amount") which shall be equal to the product of (i) the Reference Price of
      the Index on the Valuation Date and (ii) the Ratio, the result being converted into NOK.

      The conversion into NOK shall be made at the Relevant Conversion Rate.

      For the purposes of calculations made in connection with these Terms and Conditions, each
      one point of the Index level shall be equal to USD 1.00.

      "Relevant Conversion Rate" means the price of USD 1.00 in NOK, as actually traded on the
      International Interbank Spot Market on the Valuation Date at such point of time, at which the
      Reference Price of the Index is determined and published.

                                          §4
                    ORDINARY TERMINATION BY THE ISSUER; REPURCHASE

Paragraphs 1 and 2:

1.    The Issuer shall be entitled, in each case with effect as of the last Payment Business Day of
      each month, for the first time with effect as of Februray 2014 (each an "Ordinary Termination
      Date"), to ordinarily terminate the Certificates in whole but not in part ("Ordinary Termination").

2.    Any such Ordinary Termination must be announced at least 28 days prior to the Ordinary
      Termination Date in accordance with § 11. Such announcement shall be irrevocable and must
      state the Ordinary Termination Date.

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ISIN DE000CZ7VYA7

                                       §6
                          EXTRAORDINARY ADJUSTMENTS;
                   EXTRAORDINARY TERMINATION RIGHT OF THE ISSUER

1.   The Issuer is entitled to appoint in its reasonable discretion (billiges Ermessen, § 315 German
     Civil Code (BGB)) another person, company or institution as the new Index Calculation Agent
     (the "Successor Index Calculation Agent"). Such appointment shall be notified pursuant to
     § 11. The Redemption Amount will be determined on the basis of the Index being calculated
     and published by the Successor Index Calculation Agent and any reference made to the Index
     Calculation Agent in these Terms and Conditions shall, if the context so admits then refers to
     the Successor Index Calculation Agent.

2.   If the Index is cancelled or replaced, the Issuer will determine in its reasonable discretion
     (billiges Ermessen, § 315 German Civil Code (BGB)) another index on the basis of which the
     Redemption Amount will be determined (the "Successor Index"). The respective Successor
     Index as well as the time of its first application will be notified pursuant to § 11. Any reference
     made to the Index in these Terms and Conditions shall, if the context so admits then refer to the
     Successor Index. All related definitions shall be deemed to be amended accordingly.
     Furthermore, the Issuer will make all necessary adjustments to the Terms and Conditions
     resulting from a substitution of the Index.

3.   If the occurrence of an Adjustment Event (as defined below) has a material effect on the price of
     the Index, the Issuer will make adjustments to the Terms and Conditions taking into
     consideration the provisions set forth hereinafter. The Issuer shall act in its reasonable
     discretion (billiges Ermessen, § 315 German Civil Code (BGB)).

     Adjustments and determinations shall become effective on the date on which the occurrence of
     the Adjustment Event has its effect on the price of the Index.

     Adjustments and determinations as well as the effective date shall be notified by the Issuer in
     accordance with § 11.

     Any adjustment in accordance with this § 6 paragraph 3 does not exclude a later termination in
     accordance with this paragraph on the basis of the same event.

     "Adjustment Event" means:

     (a)      the substitution of the Index by a Successor Index pursuant to paragraph 2;

     (b)   any of the following actions taken by the company issuing the share contained in the
           Index (the "Index Share") (the "Index Company"): capital increases through issuance of
           new shares against capital contribution and issuance of subscription rights to the
           shareholders, capital increases out of the Index Company’s reserves, issuance of
           securities with option or conversion rights related to the Index Share, distributions of
           ordinary dividends, distributions of extraordinary dividends, stock splits or any other split,
           consolidation or alteration of category;

     (c)   a spin-off of a part of the Index Company in such a way that a new independent entity is
           formed, or that the spun-off part of the Index Company is absorbed by another entity;

     (d)   the adjustment of option or futures contracts relating to the Index Share on the Futures
           Exchange or the announcement of such adjustment;

     (e)   a takeover-bid, i.e. an offer to take over or to swap or any other offer or any other act of
           an individual person or a legal entity that results in the individual person or legal entity
           buying, otherwise acquiring or obtaining a right to buy more than 10% of the outstanding
           shares of the Index Company as a consequence of a conversion or otherwise, as
           determined by the Issuer in its reasonable discretion (billiges Ermessen, § 315 German
           Civil Code (BGB)) based on notifications to the competent authorities or on other
           information determined as relevant by the Issuer;

                                                 -6-
ISIN DE000CZ7VYA7

     (f)   the termination of trading in, or early settlement of, option or futures contracts relating to
           the Index Share on the Futures Exchange or relating to the Index itself or the
           announcement of such termination or early settlement;

     (g)   the termination of the listing of the Index Share at the exchange on which the respective
           Index Share is traded (provided that the quotations of the prices of the Index Share on
           such exchange are taken for the calculation of the Index) (the "Exchange") to terminate
           the listing of the Index Share on the Exchange due to a merger by absorption or by
           creation or any other reason or the becoming known of the intention of the Index
           Company or the announcement of the Exchange that the listing of the Index Share at the
           Exchange will terminate immediately or at a later date and that the Index Share will not be
           admitted, traded or listed at any other exchange which is comparable to the Exchange
           (including the exchange segment, if applicable) immediately following the termination of
           the listing;

     (h)   a procedure is introduced or ongoing pursuant to which all shares or the substantial
           assets of the Index Company are or are liable to be nationalized or expropriated or
           otherwise transferred to public agencies, authorities or organizations;

     (i)   the application for insolvency proceedings or for comparable proceedings with regard to
           the assets of an Index Company according to the applicable law of such company; or

     (j)   any other event being economically equivalent to the afore-mentioned events with regard
           to their effects.

     "Futures Exchange" refers to the exchange with the largest trading volume in futures and
           options contracts in relation to an Index Share. If no futures or options contracts in
           relation to the Index Share are traded on any exchange, the Futures Exchange shall be
           the exchange with the largest trading volume in futures and options contracts in relation
           to shares of companies whose registered office is in the same country as the registered
           office of the Index Company. If there is no futures and options exchange in the country in
           which the Index Company has its registered office, the Issuer shall determine the Futures
           Exchange in its reasonable discretion (billiges Ermessen, § 315 German Civil Code
           (BGB)) and shall announce its choice in accordance with § 11.

4.   If (i) in the case of paragraph 1 in the reasonable discretion of the Issuer (billiges Ermessen,
     § 315 German Civil Code (BGB)) the Successor Index Calculation Agent is not qualified or (ii)
     the determination of a Successor Index in accordance with paragraph 2 is not possible or is
     unreasonable (unzumutbar) or (ii) if the Successor Index Calculation Agent materially modifies
     the calculation method of the Index with effect on or after the first issue date of the Certificates,
     or materially modifies the Index in any other way (except for modifications which are
     contemplated in the calculation method of the Index relating to a change with respect to the
     Index components, the market capitalisation or with respect to any other routine measures),
     then the Issuer is entitled to (a) continue the calculation and publication of the Index on the
     basis of the former concept of the Index and its last determined level or (b) terminate the
     Certificates extraordinarily with respect to an Index Calculation Day (the "Extraordinary
     Termination Date") with a prior notice of seven Payment Business Days in accordance with
     § 11. Any termination in part shall be excluded.

     The Issuer may also terminate the Certificates if the Issuer and/or its affiliates (in the meaning of
     § 1 paragraph 7 German Banking Act (KWG), § 290 paragraph 2 German Commercial Law
     (HGB)) are, even following economically reasonable efforts, not in the position (i) to enter, re-
     enter, replace, maintain, liquidate, acquire or dispose of any transactions or investments that the
     Issuer considers necessary to hedge its risks resulting from the assumption and performance of
     its obligations under the Certificates or (ii) to realize, regain or transfer the proceeds resulting
     from such transactions or investments.

5.   In the case of a termination of the Certificates pursuant to paragraph 4 the Certificates shall be
     redeemed on the Extraordinary Termination Date at the extraordinary termination amount (the
     "Extraordinary Termination Amount") which shall be calculated by the Issuer in its reasonable
     discretion (billiges Ermessen, § 315 German Civil Code (BGB) by taking into account applicable
     market conditions and any proceeds realised by the Issuer in connection with transactions

                                                  -7-
ISIN DE000CZ7VYA7

     concluded by it in its reasonable discretion (billiges Ermessen, § 315 German Civil Code (BGB))
     for hedging measures in relation to the assumption and fulfilment of its obligations under the
     Certificates (the "Hedging Transactions"). Expenses for transactions that were required for
     winding up the Hedging Transactions will be taken into account as deductible items.

     The Issuer shall pay the Termination Amount to the Certificateholder not later than on the tenth
     Payment Business Day following the Termination Date.

                                              §9
                                         PAYING AGENT

Paragraph 1:

1.   Nordea Bank Norge ASA, Postboks 1166 Sentrum, 0107 Oslo, shall be the paying agent (the
     "Paying Agent").

                                            § 10
                                 SUBSTITUTION OF THE ISSUER

Paragraph 2 e:

                                           not applicable

                                              § 13
                                         FINAL CLAUSES

Paragraph 1:

1.   The Certificates and the rights and duties of the Certificateholders, the Issuer, the Paying Agent
     and the Guarantor (if any) shall in all respects be governed by the laws of the Federal Republic
     of Germany except § 1 paragraph 1 – 3 of the Terms and Conditions which shall be governed
     by the laws of the Kingdom of Norway.

                                                 -8-
ISIN DE000CZ7VYA7

                                         INDEX DESCRIPTION

                                      BEAR TESLA X3 CZ Index

1.    Index Concept

The BEAR TESLA X3 CZ index (the "Index") relating to the Tesla Motors Inc., is a strategy index that
participates inversely in the movements of the Share and that is composed of a leverage and an
interest component.

The leverage component reflects the triple sale of the Share (short position) in the Index. This means
that a fall in the Share Price between two consecutive Official Index Closing Levels will result in a
three-fold increase in percentage terms in the leverage component on a daily basis and vice versa.
This leverage effect will have a disproportionately high effect on the Index, both in the case of positive
as well as negative Share movements.

The interest component results from the investment in a risk-free money market instrument (USD-
LIBOR O/N), less the costs for a repurchase agreement (REPO) and the Index Fees. If, on any day,
the costs for a repurchase agreement, plus the Index Fees, exceed the interest income based on the
USD-LIBOR O/N rate for that day, losses will be incurred instead of interest gains. In that case, the
interest component would be negative and would reduce the value of the Index on that day.

The Index will be continually updated during the Share’s trading hours on the Relevant Exchange by
the Index Calculation Agent; this means that the Index will be re-calculated upon each change in the
Share Price. The Index Calculation Agent will charge an annual Index Fee of 0.7% p.a., which will be
deducted daily (based on a year comprising 360 days) during the calculation of the Index.

The described Index is not a recognised financial index, but rather a customised strategy index that is
calculated by Commerzbank.

2.    Index Definitions

"Banking Day" shall be a day on which the banks in Frankfurt am Main are open for general banking
     transactions.

The "Dividend Correction Amount" is determined by the Index Calculation Agent for the Ex-Dividend
      Day in its reasonable discretion (billiges Ermessen, § 315 German Civil Code (BGB)) in such a
      way that it corresponds to the dividend of the company that is virtually paid by the Index
      Calculation Agent in accordance with the tax laws applicable to the Index Calculation Agent.

"Ex-Dividend Day" is the Index Calculation Day on which a share is traded on an ex-dividend basis
      for the first time.

The "Index Calculation Agent" and "Index Sponsor", respectively, mean Commerzbank AG.

The "Index Calculation Day" shall be any banking day on which prices can be determined for the
      share and on which a relevant USD-LIBOR O/N rate has been determined.

The "Index Commencement Date" means the Launch Date of the Certificate which relates to this
      Index.

The "Initial Index Level" shall be 10 index points.

"USD-LIBOR O/N": stands for USD overnight London InterBank Offered Rate, the one-day
     USD rate at which an individual Contributor Panel bank could borrow funds, were it to do so by
     asking for and then accepting inter-bank offers in reasonable market size, just prior to 11:00
     London time. USD-LIBOR O/N is compiled by the BBA (British Bankers’ Association) in
     conjunction with Thomson Reuters and released to the market shortly after 11:00 am London
     time each day.

                                                   -9-
ISIN DE000CZ7VYA7

The "Official Index Closing Level" shall be determined by the Index Calculation Agent for each Index
      Calculation Day in accordance with the index calculation formula (see 3. Index Calculation)
      based on the Reference Price of the Share determined on the Relevant Exchange and the fixing
      of the USD-LIBOR O/N rate. If no Reference Price is determined for the Share on an Index
      Calculation Day, the value of the Index as last calculated on that Index Calculation Day shall be
      used as the Official Index Closing Level.

"Reference Price" means the price of the Share last determined and published by the Relevant
      Exchange on any day (offical closing price).

"Relevant Exchange" means The Nasdaq Stock Market, Inc.

"REPO": The REPO rate states the costs of a repurchase agreement in relation to securities
     transactions resulting from the short position (leverage component) in the relevant Share of the
     index strategy.

      The Index Calculation Agent is to adjust the REPO rate on each REPO Adjustment Date in its
      reasonable discretion (billiges Ermessen, § 315 German Civil Code (BGB)) in such a way that it
      corresponds to the current market conditions and apply the adjusted rate from that time
      onwards. Any such adjustment shall be published as described in “4. Index Publication”.

      The initial REPO rate shall be 1.50% p.a. (on the basis of a year comprising 360 days).

The "REPO Adjustment Date" shall be the last Index Calculation Day in each month.

"Share" is the share of Tesla Motors Inc. (ISIN US88160R1014).

"Share Price" shall be the average of the bid and offer price at any time during the trading hours on
     the Relevant Exchange.

3.    Index Calculation Method

The Index will initially be calculated on the Index Commencement Date.

From the time at which the first price of the Share is determined on the Index Commencement Date,
the Index Calculation Agent shall calculate the level (price) of the Index on each Index Calculation
Day. In that context, 1 index point corresponds to USD 1.00. Calculation takes place on the basis of
the following formula:

                                                     
                                       + (Factor + 1)
                                Sharet
Indext = IndexT ×  − Factor ×
                                Share
         144444444244T444444                      3
                        LEVERAGE COMPONENT

                     ( Factor + 1) × INTERESTT − Factor × REPOt − IF 
        + IndexT ×                                                   × d
                    
          14444444444442444444444444
                                            Days                        3
                                      INTEREST COMPNENT

If the Index Calculation Day t is an Ex-Dividend Day, the Index for that Index Calculation Day shall, in
deviation from the above formula, be calculated as follows:

                               Sharet + DIVt                
Indext = IndexT ×  − Factor ×               + (Factor + 1)
                                   Share
         1444444444244T44444443
                            LEVERAGE COMPONENT

                     ( Factor + 1) × INTERESTT − Factor × REPOt + IF 
        + IndexT ×                                                   × d
                    
          14444444444442444444444444
                                            Days                        3
                                     INTEREST COMPONENT

                                                  - 10 -
ISIN DE000CZ7VYA7

Indext                =      Index level at the calculation time t

IndexT                =      the Official Index Closing Level as determined on the Index
                             Calculation Day immediately preceding the current Index
                             Calculation Day

Factor                =      3

Sharet                =      Share Price at the calculation time t

ShareT                =      the Reference Price of the Share as determined by the Relevant
                             Exchange on the Index Calculation Day immediately preceding the
                             current Index Calculation Day

INTERESTT             =      the USD-LIBOR O/N rate as determined and published on the
                             Index Calculation Day immediately preceding the current Index
                             Calculation Day

REPOt                 =      the REPO rate applicable at the calculation time t

IF                    =      The Index Fee is the index fee stated in clause 6.

d                     =      number of calendar days between two Index Calculation Days

Days                  =      number of days within the year (360)

DIVt                  =      Dividend Correction Amount for the Index Calculation Day t

4.       Index Publication

The Index will be continually calculated on each Index Calculation Day, rounded to two decimal places
and published on the Issuer’s website (www.warrants.commerzbank.com).

5.       Extraordinary Index Adjustment

Share Pricet   > 1.3 x Share PriceT
If the Share Price, at a calculation time t, increases by more than 30 percent as compared to the last
Reference Price of the Share determined by the Relevant Exchange, an Extraordinary Index
Adjustment shall take place during that day by simulating a new day.

t = T (i.e. new Share PriceT = old Share PriceT x 1.3 and IndexT = Indext)
d=0

At the time of adjustment, the immediately preceding Reference Price of the Share (the "Share
PriceT"), multiplied by 1.3, shall be used as the Share Pricet for the calculation of the Indext. The
interest component shall remain unchanged. No additional costs shall be charged for the new day.

6.       Index Fee

The Index Fee will be levied on each calendar day, starting on the Index Commencement Date, and
will be calculated as the product of 0.70% per annum (on the basis of a year comprising 360 days) and
the relevant Official Index Closing Level, i.e. 0.001944% (=0.70% / 360) of the Index level per calendar
day. If a calendar day is not an Index Calculation Day, the last calculated Official Index Closing Level
will be used.

7.       Changes to the Calculation of the Index

                                                    - 11 -
ISIN DE000CZ7VYA7

(a)    Extraordinary Changes to the Calculation of the Index

If an Index Adjustment Event (as defined below) occurs with regard to the Share underlying the Index,
the Index Calculation Agent shall calculate the Index in accordance with the following formula for the
Index Calculation Day t, on which the Share Price reflects the Index Adjustment Event for the first time
(Ex Day):

                                                                
                                                  + (Factor + 1)
                                Correction Sharet
Indext = IndexT ×  − Factor ×
                                     Share
         14444444444244T444444443
                               LEVERAGE COMPONENT

                     ( Factor + 1) × INTERESTT − Factor × ICS t − IF 
        + IndexT ×                                                   × d
          1444444444444244444444444 4
                                          Days
                                                                          3
                                     INTEREST COMPONENT

In that regard, the Index Calculation Agent, using its reasonable discretion (billiges Ermessen, § 315
German Civil Code (BGB)), shall correct the Share Price (Correction Sharet) on the Index Calculation
Day t in such a way that the leverage component will, as far as possible, be calculated as if no Index
Adjustment Event had occurred.

An "Index Adjustment Event" is defined as:

(i)     capital increases through the issuance of new shares against contributions with the
        simultaneous granting of a subscription right, capital increases from company funds, the
        issuance of securities with option or conversion rights in relation to shares, distributions of
        special dividends or share splits;

(ii)    spin-off of a business unit of the company in such a way that a new independent company is
        formed or the business unit becomes part of a third company.

If the Shares cease to be traded with final effect on the Relevant Exchange because of a merger by
inclusion or new formation, the Share will be replaced by the share and/or other rights in the receiving
or newly formed company, and the ShareT will be adjusted from that time onwards. In addition, the
Relevant Exchange and the relevant price for the receiving or newly formed company will be
determined.

If the company having issued the Share underlying the Index is liquidated or if bankruptcy,
composition or similar proceedings are instituted with regard to its assets, or if the possibility of such
proceedings being instituted becomes known, the price of the Share in the relevant company will be
taken into account in the calculation of the Index for as long as the price of the relevant share is
determined by the Relevant Exchange. If, however, the determination of that price is suspended with
temporary or final effect, the leverage component remains unchanged and the Index level will be
determined solely on the basis of the financing component.

In the case of any events other than those described above whose effects are similar in commercial
terms to those of the aforementioned events, the rules set out in the above paragraphs are to be
applied accordingly.

(b)    General Changes to the Calculation of the Index

The Index Calculation Agent determines the Initial Index Level and the Index Calculation Method.
Although the Index Calculation Agent intends to apply the Index Calculation Method from the Index
Commencement Date onwards, it cannot be ruled out that tax, regulatory, statutory, economic or other
circumstances might apply that, in the opinion of the Index Calculation Agent, will necessitate changes
with regard to the Index Calculation Method. In that case, the Index Calculation Agent may deviate
from, or perform changes to, the Index Calculation Method. Any deviations from the Index Calculation
Method are subject to the proviso that the general concept and, thus, the strategy pursued by the
Index in particular are maintained. In the event of a change to the calculation method as detailed in the
Index Calculation Method, the Index Calculation Agent will publish the relevant change in accordance
with clause 4.

                                                    - 12 -
ISIN DE000CZ7VYA7

                               ADDITIONAL INFORMATION

Country(ies) where the offer    Kingdom of Norway
takes place:

Country(ies) where admission    Kingdom of Norway
to trading on the regulated
market(s) is being sought:

                                         - 13 -
ISIN DE000CZ7VYA7

                                         SUMMARY
Summaries are made up of disclosure requirements known as ‘Elements’.              These elements are
numbered in Sections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of
securities and Issuer. There may be gaps in the numbering sequence of the Elements in cases where
Elements are not required to be addressed.

Even though an Element may be required to be inserted in the summary because of the type of
securities and Issuer, it is possible that no relevant information can be given regarding the Element. In
this case a short description of the Element is included in the summary with the mention of ‘- not
applicable -’. Certain provisions of this summary are in brackets. Such information will be completed
or, where not relevant, deleted, in relation to a particular issue of securities, and the completed
summary in relation to such issue of securities shall be appended to the relevant final terms.

Section A – Introduction and Warnings
 Element     Description of       Disclosure requirement
             Element

 A.1         Warnings             This summary should be read as an introduction to the base
                                  prospectus (the "Base Prospectus") and the relevant Final Terms.
                                  Investors should base any decision to invest in the securities issued
                                  under the Base Prospectus (the "Certificates") in consideration of
                                  the Base Prospectus as a whole and the relevant Final Terms.

                                  Where a claim relating to information contained in the Base
                                  Prospectus is brought before a court in a member state of the
                                  European Economic Area, the plaintiff investor may, under the
                                  national legislation of such member state, be required to bear the
                                  costs for the translation of the Base Prospectus and the Final Terms
                                  before the legal proceedings are initiated.

                                  Civil liability attaches only to those persons, who have tabled the
                                  summary including any translation thereof, but only if the summary is
                                  misleading, inaccurate or inconsistent when read together with the
                                  other parts of the Base Prospectus or it does not provide, when read
                                  together with the other parts of the Base Prospectus, all necessary
                                  key information.

 A.2         Consent to the       The Issuer hereby grants consent to use the Base Prospectus and
             use of the           the Final Terms for the subsequent resale or final placement of the
             Prospectus           Certificates by any financial intermediary.

                                  The offer period within which subsequent resale or final placement
                                  of Certificates by financial intermediaries can be made is valid only
                                  as long as the Base Prospectus and the Final Terms are valid in
                                  accordance with Article 9 of the Prospectus Directive as
                                  implemented in the relevant Member State.

                                  The consent to use the Base Prospectus and the Final Terms is
                                  granted only in relation to the following Member State(s): Kingdom of
                                  Norway.

                                  The consent to use the Base Prospectus including any supplements
                                  as well as any corresponding Final Terms is subject to the condition
                                  that (i) this Base Prospectus and the respective Final Terms are
                                  delivered to potential investors only together with any supplements
                                  published before such delivery and (ii) when using the Base
                                  Prospectus and the respective Final Terms, each financial

                                                  - 14 -
ISIN DE000CZ7VYA7

intermediary must make certain that it complies with all applicable
laws and regulations in force in the respective jurisdictions.

In the event of an offer being made by a financial intermediary,
this financial intermediary will provide information to investors
on the terms and conditions of the offer at the time of that offer.

              - 15 -
ISIN DE000CZ7VYA7

Section B – Issuer
Element   Description of      Disclosure requirement
          Element

B.1       Legal and           The legal name of the Bank is COMMERZBANK Aktiengesellschaft
          Commercial          (the "Issuer", the "Bank" or "Commerzbank", together with its
          Name of the         consolidated subsidiaries "Commerzbank Group" or the "Group")
          Issuer              and the commercial name of the Bank is COMMERZBANK.

B.2       Domicile / Legal    The Bank's registered office is in Frankfurt am Main and its head
          Form /              office is at Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main,
          Legislation /       Federal Republic of Germany.
          Country of
          Incorporation       COMMERZBANK is a stock corporation established under German
                              law in the Federal Republic of Germany.

B.4b      Known trends        The global financial market crisis and sovereign debt crisis in the
          affecting the       eurozone in particular have put a very significant strain on the net
          Issuer and the      assets, financial position and results of operations of the Group in
          industries in       the past, and it can be assumed that further materially adverse
          which it            effects for the Group can also result in the future, in particular in the
          operates            event of a renewed escalation of the crisis.

B.5       Organisational      COMMERZBANK is the parent company of the COMMERZBANK
          Structure           Group. The COMMERZBANK Group holds directly and indirectly
                              equity participations in various companies.

B.9       Profit forecasts    - not applicable –
          or estimates
                              The Issuer currently does not make profit forecasts or estimates.

B.10      Qualifications in   - not applicable –
          the auditors'
          report on the       Unqualified auditors' reports have been issued on the historical
          historical          financial information contained in this Base Prospectus.
          financial
          information

B.12      Selected key        The following table shows in overview form the balance sheet and
          financial           income statement of the COMMERZBANK Group which has been
          information         extracted from the respective audited consolidated financial
                              statements prepared in accordance with IFRS as of 31 December
                              2011 and 2012 as well as from the consolidated interim financial
                              statements as of 30 September 2013 (reviewed):

                                                                                31 December 31 December 30 September
                              Balance sheet                                             2011               2012*)  2013
                              Assets (€m)
                              Cash reserve................................................................
                                                                                            6,075           15,755  11,122
                              Claims on banks ................................            87,790            88,028 109,482
                              Claims on customers................................296,586                   278,546 250,530
                              Value adjustment portfolio fair
                                value hedges ................................                  147             202      91
                              Positive fair value of derivative
                                hedging instruments................................ 5,132                    6,057   4,053
                              Trading assets ................................           155,700            144,144 119,472
                              Financial investments................................94,523                   89,142  84,487
                              Holdings         in          companies
                                accounted for using the equity
                                                                                               694
                                method................................................................         744     727
                              Intangible assets ................................            3,038            3,051   3,122
                              Fixed assets................................................................
                                                                                            1,399            1,372   1,721

                                                  - 16 -
ISIN DE000CZ7VYA7

     Investment properties................................ 808                               637               668
     Non-current assets and disposal
     groups held for sale................................ 1,759                               757               249
     Current tax assets ................................            716                       790               613
     Deferred tax assets ................................ 4,154                             3,216             3,153
                                                                 3,242
     Other assets................................................................           3,571             3,742
     Total ................................................................
                                                                  661,763                 636,012           593,232

     Liabilities and equity (€m)
     Liabilites to banks................................             98,481               110,242          124,315
     Liabilities to customers ................................     255,344                265,842          256,244
     Securitised liabilities................................ 105,673                       79,332           69,551
     Value adjustment portfolio fair
                                                                          938
      value hedges ................................................................         1,467             784
     Negative fair values of derivative
      hedging instruments................................ 11,427                           11,739            8,429
     Trading liabilities ................................          137,847                116,111           82,646
                                                                       3,761
     Provisions ................................................................            4,099            3,965
     Current tax liabilities................................              680                 324              240
     Deferred tax liabilities................................             189                  91               96
     Liabilities from disposal groups
                                                                          592
      held for sale ................................................................            2                -
     Other liabilities ................................................................
                                                                       6,568                6,523            6,590
     Subordinated capital ................................ 13,285                          12,316           12,136
     Hybrid capital ................................................................
                                                                       2,175                1,597            1,489
                                                                     24,803
     Equity................................................................                26,327           26,747
     Total ................................................................
                                                                   661,763                636,012          593,232
*)
        Prior-year figures restated due to the first-time application of the amended IAS 19 and other
        disclosure changes.

                                         1 January – 31 December                          1 January – 30 September
                                             2011         2012                               2012*)         2013
Income Statement
  (€m)
Net interest income ................................
                                         6,724                          5,539                   4,759            4,468
Loan loss provisions ................................
                                      (1,390)                         (1,660)                  (1,046)          (1,296)
Net interest income
 after loan loss                             5,334                      3,879                   3,713            3,172
 provisions................................
Net commission
                                             3,495                      3,191                   2,485            2,440
 income ................................
Net trading income
 and net income from                         1,986                      1,121                       472               234
 hedge accounting................................
Net investment
                                           (3,611)                            81                (169)                 10
 income ................................
Current net income
 from companies
                                                42                            46                     34               50
 accounted for using
 the equity method ................................
Other net income................................
                                         1,253                             (77)                     (55)         (147)
Operating expenses ................................
                                       7,992                            7,025                   5,254            5,109
Restructuring
                                                         ---                  43                     43               493
 expenses ................................
Net gain or loss from
 sale of disposal of                                     ---             (268)                      (83)               ---
 groups................................
Pre-tax profit or loss ................................
                                           507                             905                  1,100                 157
Taxes on income                                      (240)                 796                      329               60
Consolidated profit
                                                       747                 109                      771               97
 or loss................................
1)
        Prior-year figures restated due to the first-time application of the amended IAS 19 and other
        disclosure changes.

There has been no material adverse change in the prospects of the

                               - 17 -
ISIN DE000CZ7VYA7

                          COMMERZBANK Group since 31 December 2012.

                          No significant changes in the financial position of the
                          COMMERZBANK Group have occurred since 30 September 2013.

B.13   Recent events      - not applicable -
       which are to a
       material extent    There are no recent events particular to the Issuer which are to a
       relevant to the    material extent relevant to the evaluation of the Issuer's solvency.
       Issuer's
       solvency

B.14   Dependence of      - not applicable –
       the Issuer upon
       other entities     As stated under element B.5, COMMERZBANK is the parent
       within the group   company of the COMMERZBANK Group.

B.15   Issuer’s           The focus of the activities of the COMMERZBANK Group is on the
       principal          provision of a wide range of financial services to private, small and
       activities,        medium-sized corporate and institutional customers in Germany,
       principal          including account administration, payment transactions, lending,
       markets            savings and investment products, securities services, and capital
                          market and investment banking products and services. As part of its
                          comprehensive financial services strategy, the Group also offers
                          other financial services in association with cooperation partners,
                          particularly building savings loans, asset management and
                          insurance. The Group is continuing to expand its position as one of
                          the most important German export financiers. Alongside its business
                          in Germany, the Group is also active through its subsidiaries,
                          branches and investments, particularly in Europe.

                          The COMMERZBANK Group is divided into five operating segments
                          – Private Customers, Mittelstandsbank, Central & Eastern Europe,
                          Corporates & Markets and Non Core Assets (NCA) as well as
                          Others and Consolidation. The Private Customers, Mittelstandsbank,
                          Central & Eastern Europe and Corporates & Markets segments form
                          the COMMERZBANK Group's core bank together with Others and
                          Consolidation.

B.16   Controlling        - not applicable -
       parties
                          COMMERZBANK has not submitted its management to any other
                          company or person, for example on the basis of a domination
                          agreement, nor is it controlled by any other company or any other
                          person within the meaning of the German Securities Acquisition and
                          Takeover Act.

                                          - 18 -
ISIN DE000CZ7VYA7

Section C – Securities
Element   Description of       Disclosure requirement
          Element

C.1       Type and class       Type/Form of Securities
          of the securities
          / Security           Unlimited certificates relating to an Index (the "Certificates" or
          identification       "Unlimited Index Certificates")
          number
                               The Certificates are issued in dematerialised form.

                               Security Identification number(s) of Securities

                               ISIN: DE000CZ7VYA7

C.2       Currency             The Certificates are issued in in Norwegian Kroner (“NOK”).
          of the securities

C.5       Restrictions on      The Certificates are freely transferable, subject to the offering and
          the free             selling restrictions, the applicable law and the rules and regulations
          transferability of   of the Clearing System.
          the securities

C.8       Rights attached      Repayment
          to the securities
          (including           The Unlimited Index Certificates will grant the investor the right to
          ranking of the       request from the Issuer at specific Redemption Dates the payment
          Securities and       of a Redemption Amount per Certificate corresponding to the
          limitations to       Reference Price of the underlying Index on the respective Valuation
          those rights)        Date and multiplied by the Ratio.

                               The Issuer is entitled, in each with effect as of an Ordinary
                               Termination Date, to ordinarily terminate the Certificates.

                               Adjustments and Early Termination

                               Subject to particular circumstances, the Issuer may be entitled to
                               perform certain adjustments. Apart from this, the Issuer may be
                               entitled to terminate the Certificates prematurely if a particular event
                               occurs.

                               Ranking of the Securities

                               The obligations under the Certificates constitute direct, unconditional
                               and unsecured (nicht dinglich besichert) obligations of the Issuer
                               and, unless otherwise provided by applicable law, rank at least pari
                               passu with all other unsubordinated and unsecured (nicht dinglich
                               besichert) obligations of the Issuer.

C.11      Admission to         The Issuer intends to apply for the trading of the Certificates on the
          trading on a         regulated market of the Nordic Derivatives Exchange Oslo with effect
          regulated            from 28 January 2014.
          market or
          equivalent
          market
C.15      Influence of the     The payment of a Redemption Amount will to a significant extent
          Underlying on        depend upon the Reference Price of the Underlying on the Valuation
          the value of the     Date. A higher Reference Price of the Index on the Valuation Date
          securities:          will result in a corresponding higher Redemption Amount of the
                               Certificates and vice versa.

                                               - 19 -
ISIN DE000CZ7VYA7

                         In detail:

                         The Redemption Amount will be equal to the product of the
                         Reference Price of the Underlying on the Valuation Date and the
                         Ratio, whereby the result will be converted into NOK.

                         For the purposes of calculations made in connection with these
                         Terms and Conditions, each one index point of the Underlying shall
                         be equal to USD 1.00.

                         The Index will be calculated and published by Commerzbank in its
                         capacity as Index Calculation Agent. The Index is a strategy index
                         that is composed of a leverage and an interest component and
                         participates inversely in the movements of the Share underlying the
                         Index.

                         The leverage component in the Index reflects a sale (short position)
                         of an amount of Shares equal to the applicable factor. This means
                         that on a daily basis a fall in the Share Price will result in an increase
                         of the leverage component equal to the percentage decrease of the
                         Share Price multiplied by the applicable factor (the same applies in
                         the case of an increase of the Share Price).

                         The interest component results from the investment in a money
                         market instrument, less the costs for a repurchase agreement
                         (REPO) and less the Index Fees. If, on any day, the costs for a
                         repurchase agreement, plus the Index Fees, exceed the interest
                         income based on the overnight rate for that day, losses will be
                         incurred instead of interest gains. In that case, the interest
                         component would be negative and would reduce the value of the
                         Index on that day.

C.16   Maturity Date     The tenth Payment Business Day after the Valuation Date.

C.17   Description of    The Certificates sold will be delivered on the Payment Date in
       the settlement    accordance with applicable local market practice via the Clearing
       procedure for     System.
       the securities

C.18   Delivery          All amounts payable under the Certificates shall be paid to the
       procedure         Paying Agent for transfer to the Clearing System or pursuant to the
                         Clearing System's instruction for credit to the relevant
                         accountholders on the dates stated in the applicable terms and
                         conditions. Payment to the Clearing System or pursuant to the
                         Clearing System's instruction shall release the Issuer from its
                         payment obligations under the Certificates in the amount of such
                         payment.

                         If any payment with respect to a Certificate is to be effected on a
                         day other than a Payment Business Day, payment shall be effected
                         on the next following Payment Business Day. In this case, the
                         relevant Certificateholder shall neither be entitled to any payment
                         claim nor to any interest claim or other compensation with respect
                         to such delay.

C.19   Final Reference   The closing level of the Index determined and published by the
       Price of the      Index Sponsor on an Index Calculation Day (Official Index Closing
       Underlying        Level).

                                         - 20 -
ISIN DE000CZ7VYA7

C.20   Type of the       The asset underlying the Certificates is the BEAR TESLA X3 CZ
       underlying and    index (the "Underlying").
       details, where
       information on    Information on the Underlying is available on the website
       the underlying    www.warrants.commerzbank.com.
       can be obtained

                                      - 21 -
ISIN DE000CZ7VYA7

Section D – Risks
The purchase of Certificates is associated with certain risks. The Issuer expressly points out that
the description of the risks associated with an investment in the Certificates describes only the
major risks which were known to the Issuer at the date of the Base Prospectus.

 Element    Description of       Disclosure requirement
            Element

 D.2        Key risks specific The Certificates entails an issuer risk, also referred to as debtor risk
            to the Issuer      or credit risk for prospective investors. An issuer risk is the risk that
                               COMMERZBANK becomes temporarily or permanently unable to
                               meet its obligations to pay interest and/or the redemption amount.

                                 Furthermore, COMMERZBANK is subject to various risks within its
                                 business activities. Such risks comprise in particular the following
                                 types of risks:

                                 Global Financial Market Crisis and Sovereign Debt Crisis

                                 The global financial market crisis and sovereign debt crisis in the
                                 eurozone in particular have put a very significant strain on the net
                                 assets, financial position and results of operations of the Group in
                                 the past, and it can be assumed that further materially adverse
                                 effects for the Group can also result in the future, in particular in the
                                 event of a renewed escalation of the crisis. A further escalation of
                                 the crisis within the European Monetary Union can have material
                                 adverse effects with consequences that even pose a threat to the
                                 Group’s existence. The Group holds a large amount of sovereign
                                 debt. Impairments and valuations of such sovereign debt at lower
                                 fair values have material adverse effects on the Group.

                                 Macroeconomic Environment

                                 The macroeconomic environment prevailing for some time adversely
                                 affects the results of operations of the Group and the strong
                                 dependence of the Group on the economic environment, particularly
                                 in Germany, can lead to further substantial burdens in the event of a
                                 renewed economic downturn.

                                 Counterparty Default Risk

                                 The Group is exposed to counterparty default risk (credit risk) also in
                                 respect of large individual commitments, large loans and advances,
                                 and commitments that is concentrated in individual sectors, so-
                                 called "cluster" commitments, as well as loans to debtors that may
                                 be particularly affected by the sovereign debt crisis. Real estate
                                 finance and ship finance are exposed to risks associated in
                                 particular with the volatility of real estate and ship prices, including
                                 counterparty default risk (credit risk) and the risk of substantial
                                 changes in the values of private and commercial real estate and
                                 ships held as collateral. The Group has a substantial number of
                                 non-performing loans in its portfolio and these defaults may not be
                                 sufficiently covered by collateral in combination with previously
                                 conducted write-downs and established provisions.

                                 Market Risks

                                 The Group is exposed to market price risks in the valuation of
                                 equities and investment fund units as well as in the form of interest
                                 rate risks, credit spread risks, currency risks, volatility and

                                                 - 22 -
ISIN DE000CZ7VYA7

correlation risks, commodity price risks.

Strategic Risks

There is a risk that the Group may not be able to implement its
strategic plans, or only implement them in part or at higher costs
than planned. The synergy effects anticipated from Dresdner Bank’s
integration into the Group may be less than expected or begin to
materialize at a later date. In addition, ongoing integration is
causing considerable costs and investments that may exceed the
planned limits. Customers may not be retained in the long run as a
result of the takeover of Dresdner Bank.

Risks from the Competitive Environment

The markets in which the Group is active, particularly the German
market and there, above all, activities in business with private and
corporate customers as well as investment banking, are
characterized by heavy competition on the basis of prices and
conditions, which results in considerable pressure on margins.
Measures by governments and central banks to combat the financial
crisis and the sovereign debt crisis have a significant impact on the
competitive environment.

Liquidity Risks

The Group is dependent on the regular supply of liquidity and a
market-wide or company-specific liquidity shortage can have
material adverse effects on the Group’s net assets, financial position
and results of operations. Currently, the liquidity supply of banks
and other players in the financial markets is strongly dependent on
expansive measures of the central banks.

Operational Risks

The Group is exposed to a large number of operational risks
including the risk that employees enter into extensive risks for the
Group or violate compliance-relevant regulations in connection with
the conducting of business activities and thereby cause suddenly
occurring damages of a material size.

Risks from Equity Participations

With respect to holdings in listed and unlisted companies,
COMMERZBANK is exposed to particular risks associated with the
soundness and manageability of such holdings. It is possible that
goodwill reported in the consolidated balance sheet will have to be
written down, in full or in part.

Risks from Bank-Specific Regulation

Ever stricter regulatory capital and liquidity standards may bring into
question the business model of a number of the Group’s operations
and negatively affect the Group’s competitive position. Other
regulatory reforms proposed in the wake of the financial crisis, e.g.,
statutory charges such as the bank levy or a possible financial
transaction tax or stricter disclosure and organizational obligations
can materially influence the Group’s business model and competitive
environment.

                  - 23 -
ISIN DE000CZ7VYA7

                          Legal Risks

                          Claims for damages on the grounds of faulty investment advice and
                          the lack of transparency of internal commissions have led to
                          substantial charges and may also in the future lead to further
                          substantial charges for the Group. COMMERZBANK and its
                          subsidiaries are subject to claims, including in court proceedings, for
                          payment and restoration of value in connection with profit
                          participation certificates and trust preferred securities it issued. The
                          outcome of such proceedings can have material negative effects on
                          the Group, beyond the claims asserted in each case. Regulatory,
                          supervisory and judicial proceedings may have a material adverse
                          effect on the Group. Proceedings brought by regulators, supervisory
                          authorities and prosecutors may have material adverse effects on
                          the Group.

D.6   Key information     No secondary market immediately prior to the final exercise
      on the key risks
      that are specific   The market maker and/or the exchange will cease trading in the
      to the securities   Certificates no later than shortly before their scheduled Maturity
                          Date. However, between the last trading day and the Valuation
                          Date, the price of the Underlying and/or the currency exchange rate,
                          both of which are relevant for the Certificates may still change. This
                          may be to the investor’s disadvantage.

                          No Collateralization

                          The Certificates constitute unconditional obligations of the Issuer.
                          They are neither secured by the Deposit Protection Fund of the
                          Association of German Banks (Einlagensicherungsfonds des
                          Bundesverbandes deutscher Banken e.V.) nor by the German
                          Deposit       Guarantee     and    Investor     Compensation       Act
                          (Einlagensicherungs- und Anlegerentschädigungsgesetz).            This
                          means that the investor bears the risk that the Issuer can not or only
                          partially fulfil the attainments due under the Certificates. Under
                          these circumstances, a total loss of the investor's capital might be
                          possible.

                          This means that the investor bears the risk that the Issuer's financial
                          situation may worsen - and that the Issuer may be subjected to a
                          reorganisation proceeding (Reorganisationsverfahren) or transfer
                          order (Übertragungsanordnung) under German bank restructuring
                          law or that insolvency proceedings might be instituted with regard to
                          its assets - and therefore attainments due under the Certificates can
                          not or only partially be done. Under these circumstances, a total
                          loss of the investor's capital might be possible.

                          Foreign Account Tax Compliance withholding may affect payments
                          on Certificates

                          The Issuer and other financial institutions through which payments
                          on the Certificates are made may be required to withhold at a rate of
                          up to 30% on payments made after December 31, 2016 in respect of
                          any Certificates which are issued or materially modified after
                          December 31, 2013, pursuant to Sections 1471 to 1474 of the U.S.
                          Internal Revenue Code, commonly referred to as "FATCA" (Foreign
                          Account Tax Compliance Act). A withholding obligation may also
                          exist – irrespective of the date of issuance – if the Certificates are to
                          be treated as equity instruments according to U.S. tax law. The
                          FATCA regulations outlined above are not yet final. Investors in
                          the Certificates should therefore be aware of the fact that

                                          - 24 -
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